Common use of Liquidity Reserve Account Clause in Contracts

Liquidity Reserve Account. (a) On or prior to the Series 2017-1 Closing Date, the Indenture Trustee shall establish and maintain at Citibank, N.A. (or at such other financial institution as necessary to ensure that the Liquidity Reserve Account is at all times an Eligible Account or a sub-account of an Eligible Account, in each case subject to an Account Control Agreement) one or more segregated trust accounts (collectively, the “Liquidity Reserve Account”), in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Noteholders and the Issuers as their interests may appear. Funds held in the Liquidity Reserve Account shall be invested in Permitted Investments as directed by the Property Manager, or if no such direction is received, shall be held uninvested. (b) On any Series Closing Date, the Issuers may deposit or cause to be deposited additional amounts into the Liquidity Reserve Account, provided that the funds used for such deposits are not otherwise subject to the lien of the Indenture. (c) On any Payment Date, the Property Manager may direct the Indenture Trustee to release all (but not less than all) amounts in the Liquidity Reserve Account to or at the direction of the Issuers, provided that such release will not cause the Cashflow Coverage Ratio to be reduced to or below 1.50x. Any amounts so released from the Liquidity Reserve Account will be free and clear of the lien of the indenture and will no longer constitute Collateral. If on any Determination Date, a Cashflow Shortfall Amount exists for the related Payment Date and amounts on deposit in the Cashflow Coverage Reserve Account are insufficient to pay such Cashflow Shortfall Amount in full, the Indenture Trustee shall transfer an amount equal to the lesser of (x) any remaining Cashflow Shortfall Amount and (y) the amount then on deposit in the Liquidity Reserve Account to the Payment Account, to be applied as part of the Available Amounts in respect of such Payment Date. Upon the occurrence of an Early Amortization Event, any amounts remaining in the Liquidity Reserve Account shall be remitted to the Payment Account for application by the Indenture Trustee as part of the Available Amount.” (n) The following shall be inserted as a new Section 2.22 to the Master Indenture: “

Liquidity Reserve Account. (a) On or prior to the Series 2017-1 Closing Date, the Indenture Trustee Issuer shall establish and maintain at Citibank, N.A. deposit (or at such other financial institution as necessary cause to ensure that the Liquidity Reserve Account is at all times an Eligible Account or a sub-account of an Eligible Account, in each case subject to an Account Control Agreementbe deposited) one or more segregated trust accounts (collectively, the “Liquidity Reserve Account”), in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Noteholders and the Issuers as their interests may appear. Funds held in the Liquidity Reserve Account shall be invested Account, cash in Permitted Investments an amount equal to the Liquidity Reserve Target Amount as directed of the Closing Date out of the Net Proceeds of the issuance of the Equipment Notes received on the Closing Date and/or from funds contributed by the Property Manager, Member to the Issuer as equity on or if no prior to such direction is received, shall be held uninvesteddate. (b) On any Series Closing each Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds, if the Balance in the Liquidity Reserve Account is less than the Liquidity Reserve Target Amount as of such Payment Date, the Issuers may Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to Section 3.10(e) hereof, deposit or cause to be deposited additional amounts funds into the Liquidity Reserve Account, provided that Account in order to restore the funds used for such deposits are not otherwise subject Balance therein to the lien Liquidity Reserve Target Amount as of such Payment Date, to the extent of the IndentureAvailable Collections Amount as provided in the Flow of Funds. (c) On any For each Payment DateDate on which there will be a Stated Interest Shortfall (as defined in Section 3.10(d)(i)) in respect of the Equipment Notes, the Property Manager may direct the Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to release all (but not less than allSection 3.10(e) amounts in the Liquidity Reserve Account to or at the direction of the Issuershereof, provided that such release will not cause the Cashflow Coverage Ratio to be reduced to or below 1.50x. Any amounts so released withdraw from the Liquidity Reserve Account will be free and clear deposit in the Collections Account, for allocation as part of the lien of the indenture and will no longer constitute Collateral. If Available Collections on any Determination Date, a Cashflow Shortfall Amount exists for the related Payment Date and amounts on deposit in the Cashflow Coverage Reserve Account are insufficient to pay such Cashflow Shortfall Amount in fullDate, the Indenture Trustee shall transfer an amount equal to the lesser of (xi) any remaining Cashflow the aggregate amount of such Stated Interest Shortfall Amount for the Equipment Notes and (yii) the amount then Balance in the Liquidity Reserve Account. The excess of the Stated Interest Shortfall over the Balance so allocated that remains available to pay Stated Interest after allocation of the Available Collections Amount to items senior to Stated Interest in the Flow of Funds shall be the “Net Stated Interest Shortfall ” for the Equipment Notes and shall be added to the Stated Interest Amount for the next succeeding Payment Date. (d) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds, before making any distributions pursuant thereto, the Indenture Trustee, in accordance with the Payment Date Schedule delivered pursuant to Section 3.10(e) hereof, shall deposit in the Collections Account the excess, if any, of (A) the Balance in the Liquidity Reserve Account (after giving effect to the Payment Account, any withdrawals therefrom to be applied as part made on such Payment Date pursuant to Section 3.04(c)) over (B) the Liquidity Reserve Target Amount (determined after giving effect to any payments of the Available Amounts in respect of principal on Equipment Notes to be made on such Payment Date. Upon ). (e) On the occurrence of an Early Amortization EventFinal Maturity Date, any amounts remaining the Balance in the Liquidity Reserve Account (after giving effect to any withdrawals therefrom on such date pursuant to Section 3.04(c)) shall be remitted deposited into the Collections Account for allocation pursuant to the Payment Account for application by Flow of Funds. (f) The Issuer may attempt to procure a reduction in the amount of the Liquidity Reserve Target Amount from time to time, subject to obtaining a Rating Agency Confirmation and receiving the prior written consent of the Indenture Trustee as part (to be given only at the Direction of the Available Amount.” (n) The Requisite Majority), following which the Liquidity Reserve Target Amount shall be inserted the amount as a new Section 2.22 to the Master Indenture: “so reduced.

Liquidity Reserve Account. (a) On or prior to the Series 2017-1 Closing Datedate hereof, the Indenture Trustee shall establish and maintain at Citibank, N.A. (or at such other financial institution a segregated account identified as necessary to ensure that the “Liquidity Reserve Account is at all times an Eligible Account or a sub-account of an Eligible Account, in each case subject to an Account Control Agreement) one or more segregated trust accounts ” (collectively, the “Liquidity Reserve Account”), in its name, as Indenture TrusteeTrustee for the benefit of all Noteholders, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Noteholders and the Issuers as their interests may appear. Funds At all times, the Liquidity Reserve Account shall be an Eligible Account or a sub-account of an Eligible Account. (b) On the Initial Closing Date, the Issuer shall deposit or cause to be deposited in the Liquidity Reserve Account an amount equal to $2,00,000. After the Series Initial Closing Date, the Issuer may (directly or indirectly) deposit additional amounts into the Liquidity Reserve Account on any subsequent Series Closing Date; provided, that the funds used for such deposits are not otherwise subject to the Lien of this Indenture. The Issuer, or Issuer Manager on behalf of the Issuer, may (but will not be required to) so deposit such additional funds to the Liquidity Reserve Account in an aggregate amount not to exceed $25,000,000. The Issuer (or the Issuer Manager on behalf of the Issuer) may not make any such additional deposit in accordance with this Section 2.15(b) more than two (2) times in any calendar year, or more than four (4) times in the aggregate from (and including) the most recent Series Closing Date, in each case, unless the Rating Condition is satisfied. All amounts held in the Liquidity Reserve Account shall be invested in Permitted Investments as directed by the Property Manager, or if no such direction is received, shall be held uninvested. (b) On any Series Closing Date, the Issuers may deposit or cause to be deposited additional amounts into the Liquidity Reserve Account, provided that the funds used for such deposits are not otherwise subject to the lien Manager in accordance with terms and provisions of Section 13 of the IndentureProperty Management Agreement. (c) On any Payment Date, the Property Manager may direct the Indenture Trustee to release all (but not less than all) amounts in the Liquidity Reserve Account to or at the direction of the Issuers, provided that such release will not cause the Cashflow Coverage Ratio to be reduced to or below 1.50x. Any amounts so released from the Liquidity Reserve Account will be free and clear of the lien of the indenture and will no longer constitute Collateral. If on any Determination Date, a Cashflow Shortfall Amount exists for shortfall exists, solely with respect to the Collateral Pool Expenses or Note Interest with respect to any Series of Notes, in each case due and payable on the related Payment Date and amounts on deposit identified in the Cashflow Coverage Reserve Account are insufficient to pay such Cashflow Shortfall Amount in fullapplicable Determination Date Report, the Indenture Trustee shall transfer an amount (based on the relevant information contained in such Determination Date Report) on the applicable Remittance Date an amount equal to the lesser of (x) any remaining Cashflow Shortfall Amount such shortfall amount and (y) the amount then on deposit in the Liquidity Reserve Account to the Payment Account, to be applied as part of the Available Amounts Amount in respect of such Payment Date. . (d) Upon the occurrence commencement of an Early Amortization EventPeriod, any amounts remaining in the Liquidity Reserve Account shall be remitted to the Payment Account for application by the Indenture Trustee as part of the Available AmountAmount in accordance with Section 2.11(b).” (n) The following shall be inserted as a new Section 2.22 to the Master Indenture: “

Liquidity Reserve Account. The Issuer shall establish with the Trustee and the Trustee shall maintain a segregated trust account (a) the "Liquidity Reserve Account"), which shall be in the name of the Trustee "as trustee on behalf of the Holders of the 7.93% IP Holdings LLC Asset-Backed Notes," and which shall be in an Eligible Financial Institution, for the receipt of funds deposited into the Liquidity Reserve Account. On or prior to before the Series 2017-1 Closing Date, the Indenture Issuer shall deposit or cause to be deposited into the Liquidity Reserve Account an amount equal to the Initial Liquidity Reserve Deposit Amount. Thereafter, the Trustee shall establish and maintain at Citibank, N.A. (or at such other financial institution as necessary deposit to ensure that the Liquidity Reserve Account the amounts referred to in Section 13.1. If the bank with which the Liquidity Reserve Account is at all times held ceases to be an Eligible Financial Institution, the Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the replacement Eligible Financial Institution selected by the Issuer, transfer the Liquidity Reserve Account or to an account maintained with a sub-account replacement Eligible Financial Institution selected by the Issuer (unless an Event of an Eligible AccountDefault shall have occurred and not been waived, in each case subject to an Account Control Agreementwhich case, such Eligible Financial Institution shall be selected by the Trustee). The Issuer shall promptly (within two Business Days) one or more segregated trust accounts (collectively, notify the “Trustee of any such selection. Funds in the Liquidity Reserve Account”), in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for Account shall not be commingled with any other monies. All payments to be made from time to time by the exclusive benefit of Trustee to the Noteholders and out of funds in the Issuers as their interests may appearLiquidity Reserve Account pursuant to this Indenture shall be made by the Trustee. Funds held on deposit in the Liquidity Reserve Account shall be invested in Permitted Eligible Investments as directed by at the Property Manager, or if no such written direction is received, shall be held uninvested. (b) On any Series Closing Date, the Issuers may deposit or cause to be deposited additional amounts into the Liquidity Reserve Account, provided that the funds used for such deposits are not otherwise subject to the lien of the Indenture. (c) Issuer. On any the day preceding each Payment Date, the Property Manager may direct the Indenture Trustee to release all (but not less than all) amounts in the Liquidity Reserve Account to any interest or at the direction of the Issuers, provided that such release will not cause the Cashflow Coverage Ratio to be reduced to or below 1.50x. Any amounts so released from the Liquidity Reserve Account will be free and clear of the lien of the indenture and will no longer constitute Collateral. If other earnings realized on any Determination Date, a Cashflow Shortfall Amount exists for the related Payment Date and amounts on deposit in the Cashflow Coverage Reserve Account are insufficient to pay such Cashflow Shortfall Amount in full, the Indenture Trustee shall transfer an amount equal to the lesser of (x) any remaining Cashflow Shortfall Amount and (y) the amount then funds on deposit in the Liquidity Reserve Account shall be transferred and credited to the Payment Collection Account. The maximum permissible maturity or, to be applied as part if applicable, the latest redemption date of the Available Amounts in respect of such Payment Date. Upon the occurrence of an Early Amortization Event, any Eligible Investments made with amounts remaining on deposit in the Liquidity Reserve Account shall be remitted not later than the Business Day preceding the next succeeding Payment Date or Redemption Date. All monies deposited from time to time in the Payment Liquidity Reserve Account for application pursuant to this Indenture shall be held by the Indenture Trustee as part of the Available Amount.” (n) The following Collateral for the exclusive benefit of the Holders as herein provided. Monies in the Liquidity Reserve Account shall be inserted as a new subject to withdrawal pursuant to this Indenture, including Section 2.22 to the Master 13.2 of this Indenture: “.

Liquidity Reserve Account. The Issuer shall establish with the Trustee and the Trustee shall maintain a segregated trust account (a) the "Liquidity Reserve Account"), which shall be in the name of the Trustee "as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes," and which shall be in an Eligible Financial Institution, for the receipt of funds deposited into the Liquidity Reserve Account. On or prior to before the Series 2017-1 applicable Closing Date, the Indenture Issuer shall deposit or cause to be deposited into the Liquidity Reserve Account an amount equal to the related Initial Liquidity Reserve Deposit Amount, such that the total amount on deposit therein shall equal $3,210,000. Thereafter, the Trustee shall establish and maintain at Citibank, N.A. (or at such other financial institution as necessary deposit to ensure that the Liquidity Reserve Account the amounts referred to in Section 13. 1. If the bank with which the Liquidity Reserve Account is at all times held ceases to be an Eligible Financial Institution, the Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the replacement Eligible Financial Institution selected by the Issuer, transfer the Liquidity Reserve Account or to an account maintained with a sub-account replacement Eligible Financial Institution selected by the Issuer (unless an Event of an Eligible AccountDefault shall have occurred and not been waived, in each case subject to an Account Control Agreementwhich case, such Eligible Financial Institution shall be selected by the Trustee). The Issuer shall promptly (within two Business Days) one or more segregated trust accounts (collectively, notify the “Trustee of any such selection. Funds in the Liquidity Reserve Account”), in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for Account shall not be commingled with any other monies. All payments to be made from time to time by the exclusive benefit of Trustee to the Noteholders and out of funds in the Issuers Liquidity Reserve Account pursuant to this Indenture shall be made by the Trustee as their interests may appearPaying Agent. Funds held on deposit in the Liquidity Reserve Account shall be invested in Permitted Eligible Investments as directed by at the Property Manager, or if no such written direction is received, shall be held uninvested. (b) On any Series Closing Date, the Issuers may deposit or cause to be deposited additional amounts into the Liquidity Reserve Account, provided that the funds used for such deposits are not otherwise subject to the lien of the Indenture. (c) Issuer. On any the day preceding each Payment Date, the Property Manager may direct the Indenture Trustee to release all (but not less than all) amounts in the Liquidity Reserve Account to any interest or at the direction of the Issuers, provided that such release will not cause the Cashflow Coverage Ratio to be reduced to or below 1.50x. Any amounts so released from the Liquidity Reserve Account will be free and clear of the lien of the indenture and will no longer constitute Collateral. If other earnings realized on any Determination Date, a Cashflow Shortfall Amount exists for the related Payment Date and amounts on deposit in the Cashflow Coverage Reserve Account are insufficient to pay such Cashflow Shortfall Amount in full, the Indenture Trustee shall transfer an amount equal to the lesser of (x) any remaining Cashflow Shortfall Amount and (y) the amount then funds on deposit in the Liquidity Reserve Account shall be transferred and credited to the Payment Collection Account. The maximum permissible maturity or, to be applied as part if applicable, the latest redemption date of the Available Amounts in respect of such Payment Date. Upon the occurrence of an Early Amortization Event, any Eligible Investments made with amounts remaining on deposit in the Liquidity Reserve Account shall be remitted not later than the Business Day preceding the next succeeding Payment Date or Redemption Date. All monies deposited from time to time in the Payment Liquidity Reserve Account for application pursuant to this Indenture shall be held by the Indenture Trustee as part of the Available Amount.” (n) The following Collateral for the exclusive benefit of the Holders as herein provided. Monies in the Liquidity Reserve Account shall be inserted as a new subject to withdrawal pursuant to this Indenture, including Section 2.22 to the Master 13.2 of this Indenture: “.

Liquidity Reserve Account. (a) On or prior to the Series 2017-1 Closing Date, the Indenture Trustee shall establish and maintain at Citibank, N.A. (or at such other financial institution as necessary to ensure that the Liquidity Reserve Account is at all times an Eligible Account or a sub-account of an Eligible Account, in each case subject to an Account Control Agreement) one or more segregated trust accounts (collectively, the “Liquidity Reserve Account”), in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Noteholders and the Issuers as their interests may appear. Funds held in the Liquidity Reserve Account shall be invested in Permitted Investments as directed by the Property Manager, or if no such direction is received, shall be held uninvested. (b) On any Series Closing Date, the Issuers may deposit or cause to be deposited additional amounts into the Liquidity Reserve Account, provided that the funds used for such deposits are not otherwise subject to the lien of the Indenture. (c) On any Payment Date, the Property Manager may direct the Indenture Trustee to release all (but not less than all) amounts in the Liquidity Reserve Account to or at the direction of the Issuers, provided that such release will not cause the Cashflow Coverage Ratio to be reduced to or below 1.50x. Any amounts so released from the Liquidity Reserve Account will be free and clear of the lien of the indenture and will no longer constitute Collateral. If on any Determination Date, a Cashflow Shortfall Amount exists for the related Payment Date and amounts on deposit in the Cashflow Coverage Reserve Account are insufficient to pay such Cashflow Shortfall Amount in full, the Indenture Trustee shall transfer an amount equal to the lesser of (x) any remaining Cashflow Shortfall Amount and (y) the amount then on deposit in the Liquidity Reserve Account to the Payment Account, to be applied as part of the Available Amounts in respect of such Payment Date. Upon the occurrence of an Early Amortization Event, any amounts remaining in the Liquidity Reserve Account shall be remitted to the Payment Account for application by the Indenture Trustee as part of the Available Amount.” ” (n) The following shall be inserted as a new Section 2.22 to the Master Indenture: “:

Liquidity Reserve Account. (a) On or prior to The Issuer shall establish with the Series 2017-1 Closing Date, Trustee and the Indenture Trustee shall establish and maintain at Citibank, N.A. (or at such other financial institution as necessary to ensure that the Liquidity Reserve Account is at all times an Eligible Account or a sub-account of an Eligible Account, in each case subject to an Account Control Agreement) one or more segregated trust accounts account (collectively, the “Liquidity Reserve Account”), which shall be in its namethe name of the Trustee “as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes,” and which shall be in an Eligible Financial Institution, as Indenture Trustee, bearing a designation clearly indicating that such account and all for the receipt of funds deposited into the Liquidity Reserve Account. On or before the applicable Closing Date, the Issuer shall deposit or cause to be deposited into the Liquidity Reserve Account an amount equal to the related Initial Liquidity Reserve Deposit Amount, such that the total amount on deposit therein are shall equal $7,867,000. Thereafter, the Trustee shall deposit to the Liquidity Reserve Account the amounts referred to in Section 13.1(a)(ix). If the bank with which the Liquidity Reserve Account is held for ceases to be an Eligible Financial Institution, the exclusive benefit Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the Noteholders replacement Eligible Financial Institution selected by the Issuer, transfer the Liquidity Reserve Account to an account maintained with a replacement Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Issuers as their interests may appearTrustee). The Issuer shall promptly (within two Business Days) notify the Trustee of any such selection. Funds held in the Liquidity Reserve Account shall not be commingled with any other monies. All payments to be made from time to time by the Trustee to the Noteholders out of funds in the Liquidity Reserve Account pursuant to this Indenture shall be made by the Trustee as Paying Agent. Funds on deposit in the Liquidity Reserve Account shall be invested in Permitted Eligible Investments as directed by at the Property Manager, or if no such written direction is received, shall be held uninvested. (b) On any Series Closing Date, the Issuers may deposit or cause to be deposited additional amounts into the Liquidity Reserve Account, provided that the funds used for such deposits are not otherwise subject to the lien of the Indenture. (c) Issuer. On any the day preceding each Payment Date, the Property Manager may direct the Indenture Trustee to release all (but not less than all) amounts in the Liquidity Reserve Account to any interest or at the direction of the Issuers, provided that such release will not cause the Cashflow Coverage Ratio to be reduced to or below 1.50x. Any amounts so released from the Liquidity Reserve Account will be free and clear of the lien of the indenture and will no longer constitute Collateral. If other earnings realized on any Determination Date, a Cashflow Shortfall Amount exists for the related Payment Date and amounts on deposit in the Cashflow Coverage Reserve Account are insufficient to pay such Cashflow Shortfall Amount in full, the Indenture Trustee shall transfer an amount equal to the lesser of (x) any remaining Cashflow Shortfall Amount and (y) the amount then funds on deposit in the Liquidity Reserve Account shall be transferred and credited to the Payment Collection Account. The maximum permissible maturity or, to be applied as part if applicable, the latest redemption date of the Available Amounts in respect of such Payment Date. Upon the occurrence of an Early Amortization Event, any Eligible Investments made with amounts remaining on deposit in the Liquidity Reserve Account shall be remitted not later than the Business Day preceding the next succeeding Payment Date or Redemption Date. All monies deposited from time to time in the Payment Liquidity Reserve Account for application pursuant to this Indenture shall be held by the Indenture Trustee as part of the Available Amount.” (n) The following Collateral for the exclusive benefit of the Holders as herein provided. Monies in the Liquidity Reserve Account shall be inserted as a new subject to withdrawal pursuant to this Indenture, including Section 2.22 to the Master 13.2 of this Indenture: “.

Liquidity Reserve Account. (a) On or prior to the Series 2017-1 Closing Date, the Indenture Trustee Issuer shall establish and maintain at Citibank, N.A. (or at such other financial institution as necessary to ensure that cause an amount not less than the Liquidity Reserve Account is at all times an Eligible Account or a sub-account of an Eligible Account, in each case subject Initial Deposit to an Account Control Agreement) one or more segregated trust accounts (collectively, be deposited by the “Indenture Trustee into the Liquidity Reserve Account”). (b) If the amount on deposit in the Liquidity Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Liquidity Reserve Account Target Amount for such Payment Date, the Manager shall instruct the Indenture Trustee to withdraw such amount from the Liquidity Reserve Account and apply it as Available Funds for such Payment Date as set forth in the Payment Date Report. (c) Without duplication, in its namethe event that the Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to clauses (A) through (C) of the Priority of Payments on such Payment Date, the Manager shall instruct the Paying Agent on behalf of the Indenture Trustee to withdraw from the Liquidity Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in clauses (A) through (C) of the Priority of Payments. In addition, if the Special Priority of Payments applies, all amounts shall be withdrawn from the Liquidity Reserve Account and applied as provided in the Special Priority of Payments, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for set forth in the exclusive benefit Payment Date Report. (d) Following the payment in full of the aggregate Outstanding Principal Balance of the Notes and termination or expiration of all Hedge Agreements and payment in full of all obligations due and payable in connection therewith (including any early termination amounts due thereunder) and of all other amounts owing or to be distributed hereunder to Noteholders and the Issuers as their interests may appear. Funds held Hedge Counterparties, any amount remaining on deposit in the Liquidity Reserve Account shall be invested in Permitted Investments as directed by the Property Manager, or if no such direction is received, shall be held uninvested. (b) On any Series Closing Date, the Issuers may deposit or cause to be deposited additional amounts into the Liquidity Reserve Account, provided that the funds used for such deposits are not otherwise subject distributed to the lien of the Indenture. (c) On any Payment Date, the Property Manager may direct the Indenture Trustee to release all (but not less than all) amounts in the Liquidity Reserve Account to or at the direction of the Issuers, provided that such release will not cause the Cashflow Coverage Ratio to be reduced to or below 1.50x. Any amounts so released from the Liquidity Reserve Account will be Issuer free and clear of the lien of the indenture and will no longer constitute Collateral. If on any Determination Date, a Cashflow Shortfall Amount exists for the related Payment Date and amounts on deposit in the Cashflow Coverage Reserve Account are insufficient this Indenture upon written direction to pay such Cashflow Shortfall Amount in full, the Indenture Trustee shall transfer an amount equal to the lesser of (x) any remaining Cashflow Shortfall Amount and (y) the amount then on deposit in the Liquidity Reserve Account to the Payment Account, to be applied as part of the Available Amounts in respect of such Payment Date. Upon the occurrence of an Early Amortization Event, any amounts remaining in the Liquidity Reserve Account shall be remitted to the Payment Account for application by the Indenture Trustee as part of the Available AmountManager.” (n) The following shall be inserted as a new Section 2.22 to the Master Indenture: “

Liquidity Reserve Account. (a) On or prior to the Series 2017-1 Closing Datedate hereof, the Indenture Trustee shall establish and maintain at Citibank, N.A. (or at such other financial institution a segregated account identified as necessary to ensure that the “Liquidity Reserve Account is at all times an Eligible Account or a sub-account of an Eligible Account, in each case subject to an Account Control Agreement) one or more segregated trust accounts ” (collectively, the “Liquidity Reserve Account”), in its name, as Indenture TrusteeTrustee for the benefit of all Noteholders, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Noteholders and the Issuers as their interests may appear.. At all times, the Liquidity Reserve Account shall be an Eligible Account or a sub-account of an Eligible Account. (b) On the Series 2019-1 Closing Date, the Issuers shall deposit or cause to be deposited in the Liquidity Reserve Account an amount equal to $500,000. Funds After the Series 2019-1 Closing Date, the Issuers may (directly or indirectly) deposit additional amounts into the Liquidity Reserve Account on any subsequent Series Closing Date; provided that the funds used for such deposits are not otherwise subject to the Lien of this Indenture. (c) All amounts held in the Liquidity Reserve Account shall be invested in Permitted Investments as directed by the Property Manager, or if no such direction is received, shall be held uninvested. (bd) On If on any Determination Date, a shortfall exists, solely with respect to the Collateral Pool Expenses or Note Interest with respect to any Series Closing of Notes, in each case due and payable on the related Payment Date, the Issuers may Indenture Trustee shall transfer an amount equal to the lesser of (x) any such shortfall amount and (y) the amount then on deposit or cause to be deposited additional amounts into in the Liquidity Reserve Account to the Payment Account, provided that the funds used for such deposits are not otherwise subject to the lien be applied as part of the IndentureAvailable Amount in respect of such Payment Date. (ce) Upon the commencement of an Early Amortization Period, any amounts remaining in the Liquidity Reserve Account shall be remitted to the Payment Account for application by the Indenture Trustee as part of the Available Amount in accordance with Section 2.11(b). (f) On any Payment DateDate after any Class of any Series of Notes that has a then-current rating of AAA(sf) by S&P has been repaid in full, the Property Manager may shall have the right to direct the Indenture Trustee to release all (but not less than all) amounts in the Liquidity Reserve Account to or at the direction of the Issuers. Upon such direction of the Property Manager pursuant to this Section 2.23(f), provided that such the Indenture Trustee shall release will not cause the Cashflow Coverage Ratio to be reduced to or below 1.50x. Any any and all amounts so released from held in the Liquidity Reserve Account will be free and clear of the lien of the indenture Indenture, and will such funds shall no longer constitute Collateral. If on any Determination Date, a Cashflow Shortfall Amount exists for the related Payment Date and amounts on deposit in the Cashflow Coverage Reserve Account are insufficient to pay such Cashflow Shortfall Amount in full, the Indenture Trustee shall transfer an amount equal to the lesser of (x) any remaining Cashflow Shortfall Amount and (y) the amount then on deposit in the Liquidity Reserve Account to the Payment Account, to be applied as part of the Available Amounts in respect of such Payment Date. Upon the occurrence of an Early Amortization Event, any amounts remaining in the Liquidity Reserve Account shall be remitted to the Payment Account for application by the Indenture Trustee as part of the Available Amount.” (n) The following shall be inserted as a new Section 2.22 to the Master Indenture: “

Liquidity Reserve Account. The Issuer shall establish with the Trustee and the Trustee shall maintain a segregated trust account (a) the "Liquidity Reserve Account"), which shall be in the name of the Trustee "as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes," and which shall be in an Eligible Financial Institution, for the receipt of funds deposited into the Liquidity Reserve Account. On or prior to before the Series 2017-1 applicable Closing Date, the Indenture Issuer shall deposit or cause to be deposited into the Liquidity Reserve Account an amount equal to the related Initial Liquidity Reserve Deposit Amount, such that the total amount on deposit therein shall equal $4,610,000. Thereafter, the Trustee shall establish and maintain at Citibank, N.A. (or at such other financial institution as necessary deposit to ensure that the Liquidity Reserve Account the amounts referred to in Section 13. 1. If the bank with which the Liquidity Reserve Account is at all times held ceases to be an Eligible Financial Institution, the Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the replacement Eligible Financial Institution selected by the Issuer, transfer the Liquidity Reserve Account or to an account maintained with a sub-account replacement Eligible Financial Institution selected by the Issuer (unless an Event of an Eligible AccountDefault shall have occurred and not been waived, in each case subject to an Account Control Agreementwhich case, such Eligible Financial Institution shall be selected by the Trustee). The Issuer shall promptly (within two Business Days) one or more segregated trust accounts (collectively, notify the “Trustee of any such selection. Funds in the Liquidity Reserve Account”), in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for Account shall not be commingled with any other monies. All payments to be made from time to time by the exclusive benefit of Trustee to the Noteholders and out of funds in the Issuers Liquidity Reserve Account pursuant to this Indenture shall be made by the Trustee as their interests may appearPaying Agent. Funds held on deposit in the Liquidity Reserve Account shall be invested in Permitted Eligible Investments as directed by at the Property Manager, or if no such written direction is received, shall be held uninvested. (b) On any Series Closing Date, the Issuers may deposit or cause to be deposited additional amounts into the Liquidity Reserve Account, provided that the funds used for such deposits are not otherwise subject to the lien of the Indenture. (c) Issuer. On any the day preceding each Payment Date, the Property Manager may direct the Indenture Trustee to release all (but not less than all) amounts in the Liquidity Reserve Account to any interest or at the direction of the Issuers, provided that such release will not cause the Cashflow Coverage Ratio to be reduced to or below 1.50x. Any amounts so released from the Liquidity Reserve Account will be free and clear of the lien of the indenture and will no longer constitute Collateral. If other earnings realized on any Determination Date, a Cashflow Shortfall Amount exists for the related Payment Date and amounts on deposit in the Cashflow Coverage Reserve Account are insufficient to pay such Cashflow Shortfall Amount in full, the Indenture Trustee shall transfer an amount equal to the lesser of (x) any remaining Cashflow Shortfall Amount and (y) the amount then funds on deposit in the Liquidity Reserve Account shall be transferred and credited to the Payment Collection Account. The maximum permissible maturity or, to be applied as part if applicable, the latest redemption date of the Available Amounts in respect of such Payment Date. Upon the occurrence of an Early Amortization Event, any Eligible Investments made with amounts remaining on deposit in the Liquidity Reserve Account shall be remitted not later than the Business Day preceding the next succeeding Payment Date or Redemption Date. All monies deposited from time to time in the Payment Liquidity Reserve Account for application pursuant to this Indenture shall be held by the Indenture Trustee as part of the Available Amount.” (n) The following Collateral for the exclusive benefit of the Holders as herein provided. Monies in the Liquidity Reserve Account shall be inserted as a new subject to withdrawal pursuant to this Indenture, including Section 2.22 to the Master 13.2 of this Indenture: “.

Liquidity Reserve Account. (a) On or prior to the Series 2017-1 Closing Date, the Indenture Trustee Issuer shall establish and maintain at Citibank, N.A. deposit (or at such other financial institution as necessary cause to ensure that the Liquidity Reserve Account is at all times an Eligible Account or a sub-account of an Eligible Account, in each case subject to an Account Control Agreementbe deposited) one or more segregated trust accounts (collectively, the “Liquidity Reserve Account”), in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Noteholders and the Issuers as their interests may appear. Funds held in the Liquidity Reserve Account shall be invested Account, cash in Permitted Investments an amount equal to the Liquidity Reserve Target Amount as directed of the Closing Date out of the Net Proceeds of the issuance of the Equipment Notes received on the Closing Date and/or from funds contributed by the Property Manager, Member to the Issuer as equity on or if no prior to such direction is received, shall be held uninvesteddate. (b) On any Series Closing each Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds, if the Balance in the Liquidity Reserve Account is less than the Liquidity Reserve Target Amount as of such Payment Date, the Issuers may Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to Section 3.10(e) hereof, deposit or cause to be deposited additional amounts funds into the Liquidity Reserve Account, provided that Account in order to restore the funds used for such deposits are not otherwise subject Balance therein to the lien Liquidity Reserve Target Amount as of such Payment Date, to the extent of the IndentureAvailable Collections Amount as provided in the Flow of Funds. (c) On any For each Payment DateDate on which there will be a Stated Interest Shortfall (as defined in Section 3.10(d)(i)) in respect of the Equipment Notes, the Property Manager may direct the Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to release all (but not less than allSection 3.10(e) amounts in the Liquidity Reserve Account to or at the direction of the Issuershereof, provided that such release will not cause the Cashflow Coverage Ratio to be reduced to or below 1.50x. Any amounts so released withdraw from the Liquidity Reserve Account will be free and clear deposit in the Collections Account, for allocation as part of the lien of the indenture and will no longer constitute Collateral. If Available Collections on any Determination Date, a Cashflow Shortfall Amount exists for the related Payment Date and amounts on deposit in the Cashflow Coverage Reserve Account are insufficient to pay such Cashflow Shortfall Amount in fullDate, the Indenture Trustee shall transfer an amount equal to the lesser of (xi) any remaining Cashflow the aggregate amount of such Stated Interest Shortfall Amount for the Equipment Notes and (yii) the amount then Balance in the Liquidity Reserve Account. The excess of the Stated Interest Shortfall over the Balance so allocated that remains available to pay Stated Interest after allocation of the Available Collections Amount to items senior to Stated Interest in the Flow of Funds shall be the “Net Stated Interest Shortfall” for the Equipment Notes and shall be added to the Stated Interest Amount for the next succeeding Payment Date. (d) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds, before making any distributions pursuant thereto, the Indenture Trustee, in accordance with the Payment Date Schedule delivered pursuant to Section 3.10(e) hereof, shall deposit in the Collections Account the excess, if any, of (A) the Balance in the Liquidity Reserve Account (after giving effect to the Payment Account, any withdrawals therefrom to be applied as part made on such Payment Date pursuant to Section 3.04(c)) over (B) the Liquidity Reserve Target Amount (determined after giving effect to any payments of the Available Amounts in respect of principal on Equipment Notes to be made on such Payment Date. Upon ). (e) On the occurrence of an Early Amortization EventFinal Maturity Date, any amounts remaining the Balance in the Liquidity Reserve Account (after giving effect to any withdrawals therefrom on such date pursuant to Section 3.04(c)) shall be remitted deposited into the Collections Account for allocation pursuant to the Payment Account for application by Flow of Funds. (f) The Issuer may attempt to procure a reduction in the amount of the Liquidity Reserve Target Amount from time to time, subject to obtaining a Rating Agency Confirmation and receiving the prior written consent of the Indenture Trustee as part (to be given only at the Direction of the Available Amount.” (n) The Requisite Majority), following which the Liquidity Reserve Target Amount shall be inserted the amount as a new Section 2.22 to the Master Indenture: “so reduced.

Liquidity Reserve Account. (a) On or prior to The Issuer shall establish with the Series 2017-1 Closing Date, Trustee and the Indenture Trustee shall establish and maintain at Citibank, N.A. (or at such other financial institution as necessary to ensure that the Liquidity Reserve Account is at all times an Eligible Account or a sub-account of an Eligible Account, in each case subject to an Account Control Agreement) one or more segregated trust accounts account (collectively, the “Liquidity Reserve Account”), which shall be in its namethe name of the Trustee “as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes,” and which shall be in an Eligible Financial Institution, as Indenture Trustee, bearing a designation clearly indicating that such account and all for the receipt of funds deposited therein are held into the Liquidity Reserve Account. On or before the Closing Date for the exclusive benefit Notes, the Issuer shall deposit or cause to be deposited into the Liquidity Reserve Account an amount equal to the Initial Liquidity Reserve Deposit Amount, such that the total amount on deposit therein shall equal $10,575,250. Thereafter, the Trustee shall deposit to the Liquidity Reserve Account the amounts referred to in Section 13.1(a)(ix). If the bank with which the Liquidity Reserve Account is held ceases to be an Eligible Financial Institution, the Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the Noteholders replacement Eligible Financial Institution selected by the Issuer, transfer the Liquidity Reserve Account to an account maintained with a replacement Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Issuers as their interests may appearTrustee). The Issuer shall promptly (within two Business Days) notify the Trustee of any such selection. Funds held in the Liquidity Reserve Account shall not be commingled with any other monies. All payments to be made from time to time by the Trustee to the Noteholders out of funds in the Liquidity Reserve Account pursuant to this Indenture shall be made by the Trustee as Paying Agent. Funds on deposit in the Liquidity Reserve Account shall be invested in Permitted Eligible Investments as directed by at the Property Manager, or if no such written direction is received, shall be held uninvested. (b) On any Series Closing Date, the Issuers may deposit or cause to be deposited additional amounts into the Liquidity Reserve Account, provided that the funds used for such deposits are not otherwise subject to the lien of the Indenture. (c) Issuer. On any the day preceding each Payment Date, the Property Manager may direct the Indenture Trustee to release all (but not less than all) amounts in the Liquidity Reserve Account to any interest or at the direction of the Issuers, provided that such release will not cause the Cashflow Coverage Ratio to be reduced to or below 1.50x. Any amounts so released from the Liquidity Reserve Account will be free and clear of the lien of the indenture and will no longer constitute Collateral. If other earnings realized on any Determination Date, a Cashflow Shortfall Amount exists for the related Payment Date and amounts on deposit in the Cashflow Coverage Reserve Account are insufficient to pay such Cashflow Shortfall Amount in full, the Indenture Trustee shall transfer an amount equal to the lesser of (x) any remaining Cashflow Shortfall Amount and (y) the amount then funds on deposit in the Liquidity Reserve Account shall be transferred and credited to the Payment Collection Account. The maximum permissible maturity or, to be applied as part if applicable, the latest redemption date of the Available Amounts in respect of such Payment Date. Upon the occurrence of an Early Amortization Event, any Eligible Investments made with amounts remaining on deposit in the Liquidity Reserve Account shall be remitted not later than the Business Day preceding the next succeeding Payment Date or Redemption Date. All monies deposited from time to time in the Payment Liquidity Reserve Account for application pursuant to this Indenture shall be held by the Indenture Trustee as part of the Available Amount.” (n) The following Collateral for the exclusive benefit of the Holders as herein provided. Monies in the Liquidity Reserve Account shall be inserted as a new subject to withdrawal pursuant to this Indenture, including Section 2.22 to the Master 13.2 of this Indenture: “.

Liquidity Reserve Account. (a) On or prior to the Series 2017-1 Closing Date, the Indenture Trustee Issuer shall establish and maintain at Citibank, N.A. deposit (or at such other financial institution as necessary cause to ensure that the Liquidity Reserve Account is at all times an Eligible Account or a sub-account of an Eligible Account, in each case subject to an Account Control Agreementbe deposited) one or more segregated trust accounts (collectively, the “Liquidity Reserve Account”), in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Noteholders and the Issuers as their interests may appear. Funds held in the Liquidity Reserve Account shall be invested Account, cash in Permitted Investments an amount equal to the Liquidity Reserve Target Amount as directed of the Closing Date out of the Net Proceeds of the issuance of the Equipment Notes received on the Closing Date and/or from funds contributed by the Property Manager, Member to the Issuer as equity on or if no prior to such direction is received, shall be held uninvesteddate. (b) On any Series Closing each Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds, if the Balance in the Liquidity Reserve Account is less than the Liquidity Reserve Target Amount as of such Payment Date, the Issuers may Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to Section 3.10(e) hereof, deposit or cause to be deposited additional amounts funds into the Liquidity Reserve Account, provided that Account in order to restore the funds used for such deposits are not otherwise subject Balance therein to the lien Liquidity Reserve Target Amount as of such Payment Date, to the extent of the IndentureAvailable Collections Amount as provided in the Flow of Funds. (c) On any For each Payment DateDate on which there will be a Stated Interest Shortfall (as defined in Section 3.10(d)(i)) in respect of the Equipment Notes, the Property Manager may direct the Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to release all (but not less than allSection 3.10(e) amounts in the Liquidity Reserve Account to or at the direction of the Issuershereof, provided that such release will not cause the Cashflow Coverage Ratio to be reduced to or below 1.50x. Any amounts so released withdraw from the Liquidity Reserve Account will be free and clear deposit in the Collections Account, for allocation as part of the lien of the indenture and will no longer constitute Collateral. If Available Collections on any Determination Date, a Cashflow Shortfall Amount exists for the related Payment Date and amounts on deposit in the Cashflow Coverage Reserve Account are insufficient to pay such Cashflow Shortfall Amount in fullDate, the Indenture Trustee shall transfer an amount equal to the lesser of (xi) any remaining Cashflow the aggregate amount of such Stated Interest Shortfall Amount for the Equipment Notes and (yii) the amount then on deposit Balance in the Liquidity Reserve Account as of the related Determination Date as set forth in such Payment Date Schedule. The excess of the Stated Interest Shortfall over the Balance so allocated that remains available to the Payment Account, to be applied as part pay Stated Interest after allocation of the Available Amounts Collections Amount to items senior to Stated Interest in respect the Flow of such Funds shall be the “Net Stated Interest Shortfall” for the Equipment Notes and shall be added to the Stated Interest Amount for the next succeeding Payment Date. Upon . (d) On each Payment Date on which the occurrence Available Collections Amount is to be distributed pursuant to the Flow of an Early Amortization EventFunds, before making any amounts remaining distributions pursuant thereto, the Indenture Trustee, in accordance with the Payment Date Schedule delivered pursuant to Section 3.10(e) hereof, shall deposit in the Collections Account the excess, if any, of (A) the Balance in the Liquidity Reserve Account (after giving effect to any withdrawals therefrom to be made on such Payment Date pursuant to Section 3.04(c)) over (B) the Liquidity Reserve Target Amount (determined after giving effect to any payments of principal on Equipment Notes to be made on such Payment Date). (e) On the Final Maturity Date, the Balance in the Liquidity Reserve Account (after giving effect to any withdrawals therefrom on such date pursuant to Section 3.04(c)) shall be remitted deposited into the Collections Account for allocation pursuant to the Payment Account for application by Flow of Funds. (f) The Issuer may attempt to procure a reduction in the amount of the Liquidity Reserve Target Amount from time to time, subject to obtaining a Rating Agency Confirmation and receiving the prior written consent of the Indenture Trustee as part (to be given only at the Direction of the Available Amount.” (n) The Requisite Majority), following which the Liquidity Reserve Target Amount shall be inserted the amount as a new Section 2.22 to the Master Indenture: “so reduced.